CoreWeave's Core Scientific Takeover Bid Faces Strong Shareholder Opposition

CoreWeave's proposed $9 billion all-stock acquisition of data center operator Core Scientific is in jeopardy, as a major shareholder, Two Seas Capital, is actively urging other investors to reject the transaction. The investment firm contends that the deal significantly undervalues Core Scientific, especially amidst the booming artificial intelligence (AI) infrastructure market.

investing.com reported, The definitive agreement for the acquisition, announced on July 7, 2025, aimed to integrate Core Scientific's extensive data center assets into CoreWeave's rapidly expanding AI cloud operations. This strategic move was intended to bolster CoreWeave's position as a leading AI infrastructure provider.

Two Seas Capital, identified as one of Core Scientific's largest shareholders, issued a letter on October 17, 2025, calling for a "no" vote on the proposed merger. The firm highlighted that Core Scientific's stock has consistently traded above the implied deal value, signaling market skepticism.

streetinsider.com noted, Despite the growing opposition, CoreWeave CEO Michael Intrator has firmly stated that the current offer is "best and final" and will not be revised. CoreWeave remains committed to the acquisition, urging Core Scientific shareholders to support the transaction.

The investment firm, Two Seas Capital, argues that Core Scientific shareholders have not benefited from the surge in equity values seen by other high-performance computing data center companies. They claim Core Scientific's stock has only risen 9% since the deal announcement, while peers have tripled.

tipranks.com reported, Core Scientific's board of directors has unanimously recommended shareholders vote in favor of the merger, emphasizing the strategic benefits and risk reduction for the company. The critical shareholder vote is scheduled for October 30, 2025.

The proposed acquisition seeks to secure crucial power capacity and infrastructure for CoreWeave's AI workloads, marking a significant vertical integration strategy. This move is seen as pivotal in the race to meet the insatiable demand for high-performance computing resources.

• investing.com noted, Background Context and Strategic Pivot: Core Scientific, initially known for Bitcoin mining and hosting services, has been strategically pivoting towards high-density data centers for high-performance computing (HPC) and AI infrastructure. This shift positions it to capitalize on the surging demand for AI workloads, moving beyond its traditional cryptocurrency roots. CoreWeave, founded in 2017, evolved from a crypto-mining outfit into a specialized GPU-centric cloud platform, providing critical infrastructure for AI training and inference, with a strong partnership with NVIDIA.

• Key Stakeholders and Their Positions: Two Seas Capital, a significant Core Scientific shareholder, argues the $9 billion all-stock deal, announced July 7, 2025, provides inadequate value, citing a flawed process and deficient structure. They believe Core Scientific's standalone future is more promising given the AI infrastructure boom. Conversely, CoreWeave and Core Scientific's board assert the merger offers compelling benefits, including vertical integration, operational efficiencies, and risk reduction for Core Scientific's standalone plan, which would require substantial capital expenditures.

• streetinsider.com reported, Economic Implications and Valuation Discrepancy: Two Seas Capital highlights that Core Scientific's stock has traded above the implied deal value of approximately $17.50 per share for 44 consecutive trading days, indicating market skepticism. They suggest Core Scientific's stock could be trading around $45 per share if it had performed in line with its peers since the deal announcement. CoreWeave's stock has declined by about 15% since the transaction was announced, while Core Scientific's shares have gained only 9% in the same period.

• Timeline of Events: Rumors of the acquisition emerged in June 2025, leading to the official $9 billion all-stock deal announcement on July 7, 2025. Two Seas Capital began its public opposition, filing a definitive proxy statement with the SEC on September 29, 2025, urging shareholders to vote against the deal. CoreWeave reaffirmed its "best and final" offer on October 16, 2025, ahead of the crucial shareholder vote scheduled for October 30, 2025.

• tipranks.com noted, CoreWeave's Strategic Rationale: CoreWeave aims to acquire Core Scientific to vertically integrate its data center assets, gaining direct control over critical power capacity and infrastructure. This move is crucial for CoreWeave to solidify its position as an "AI hyperscaler," eliminate future lease obligations, and expand its power footprint to 1.3 gigawatts, with potential for an additional 1 gigawatt. This strategy addresses the "insatiable appetite for high-performance computing resources" in the AI Supercycle.

• Potential Future Developments: The upcoming October 30 shareholder vote is a pivotal moment. If the deal is rejected, CoreWeave will face a decision to either walk away or potentially reconsider its stance on negotiations, despite its CEO's firm declaration. Core Scientific might then pursue its standalone strategy, focusing on diversifying its customer base beyond CoreWeave and expanding its high-density colocation infrastructure. The outcome will significantly impact the competitive landscape of the AI infrastructure market.

• investing.com reported, Regulatory and Legal Context: Two Seas Capital's opposition involves a definitive proxy solicitation, urging shareholders to vote against the merger using a "GOLD proxy card." This action highlights shareholder rights and the importance of transparent valuation in major corporate transactions. Additionally, law firms have initiated investigations into the adequacy of the price and the process of the acquisition, adding a layer of legal scrutiny to the deal.

• Market Reaction and Peer Performance: Since the merger announcement, Core Scientific's stock has seen a modest 9% increase, while comparable companies like Applied Digital, Cipher Mining, and TeraWulf have seen their stock prices approximately triple. This disparity in performance is a central argument for Two Seas Capital, suggesting that the market recognizes Core Scientific's intrinsic value beyond the current offer.